SDCL § 47-1A-1020: Amendment by board of directors or shareholders.

A corporation's shareholders may amend or repeal the corporation's bylaws.

A corporation's board of directors may amend or repeal the corporation's bylaws, unless:

(1) The articles of incorporation or § 47-1A-1021 reserve that power exclusively to the shareholders in whole or part; or

(2) The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.